01—Abstract
Summary
Summary of the 10-K/A filed September 4, 2014. Cited figures are marked; the original filing is the authoritative source.
Ventas, Inc. filed this Amendment No. 1 to its Form 10-K/A for fiscal 2013 solely to replace the audit reports of Ernst & Young LLP, which EY withdrew because it determined it was not independent of the Company for the 2012 and 2013 periods due to an inappropriate personal relationship between an EY partner and a Company financial reporting oversight employee.
The Company terminated EY on July 5, 2014 and engaged KPMG LLP on July 9, 2014 to re-audit the 2012 and 2013 financial statements, the effectiveness of internal control as of December 31, 2013, and the 2014 quarterly reviews. The Company states it continues to believe its financial statements for the referenced periods fairly present its financial condition and results, and that internal control was effective. No other changes were made to the original filing.
The re-audited financial statements show total revenues of $2.81 billiona for 2013 versus $2.47 billion for 2012, net income attributable to common stockholders of $453.5 million versus $362.8 million, and diluted EPS of $1.54 versus $1.23. Total assets were $19.73 billion at December 31, 2013, and total equity was $8.90 billion. Net cash provided by operating activities was $1.19 billion in 2013.
Dividends declared were $2.735b per share in 2013 compared with $2.48 in 2012. For investors, the principal news in this filing is the auditor change and re-audit rather than new operating information. KPMG's reports are unqualified, and the amendment discloses KPMG's re-audit fees, with audit fees of approximately $2.5 million for 2013 and $1.7 million for 2012.
02—Key points
Key Highlights
- Ernst & Young LLP withdrew its audit reports on the 2012 and 2013 financial statements and internal control reports after determining it was not independent of the Company for those periods.
- The Company terminated EY on July 5, 2014 and engaged KPMG LLP effective July 9, 2014 to re-audit 2012 and 2013 and to audit 2014.
- KPMG's re-audit reports are unqualified and include an opinion that internal control over financial reporting was effective as of December 31, 2013.
- Total revenues were $2,810,053 thousand in 2013, up from $2,467,733 thousand in 2012.
- Net income attributable to common stockholders was $453,509 thousand in 2013, compared with $362,800 thousand in 2012.
- Total assets were $19,731,494 thousand at December 31, 2013, and total equity was $8,903,811 thousand.
- Dividends declared per common share rose to $2.735 in 2013 from $2.48 in 2012.
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2013filed September 4, 2014Financial Statements
FY2013 against FY2012
| Line item | FY2013FY2012 | Change |
|---|---|---|
| Revenue | $2.52B$2.47B | +1.9% |
| Operating Expenses | $2.15B$2.19B | −1.5% |
| Operating Income | $374.34M$308.81M | +21.2% |
| Interest Expense | $249.01M$288.72M | −13.8% |
| Net Income | $453.51M$362.80M | +25.0% |
| EPS (Basic) | $1.55$1.24 | +25.0% |
| EPS (Diluted) | $1.54$1.23 | +25.2% |
| Shares Outstanding (Basic) | 292.65M292.06M | +0.2% |
| Shares Outstanding (Diluted) | 295.11M294.49M | +0.2% |
05—Questions
Frequently Asked Questions
Why did the auditor change and what did the re-audit involve?
EY notified the Company on July 3, 2014 that it was not independent for the 2012 and 2013 periods because of an inappropriate personal relationship between an EY partner and an individual in a Company financial reporting oversight role. EY stated it found no other matters affecting the financial statements or internal control. KPMG was engaged to re-audit the 2012 and 2013 financial statements and internal control as of December 31, 2013.
Does the company still stand by its prior financial statements?
Yes. The Company states it continues to believe its financial statements for the referenced periods present fairly, in all material respects, its financial condition and results of operations, and that its internal control over financial reporting was effective during these periods.
What were the audit fees paid to KPMG?
The filing states that audit fees for professional services rendered by KPMG for the years ended December 31, 2013 and 2012 were approximately $2.5 million and $1.7 million, respectively.
Did this amendment change any other part of the original 10-K?
No. The amendment changes Part II Item 8, Item 9A, Part III Item 14, and Part IV Item 15 only to add the KPMG reports, related disclosures, fee information, and certifications and consents. No other changes were made to the original filing.
06—Continue